U. S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)

[X]      Quarterly  Report Under Section 13 Or 15 (d) Of the Securities Exchange
         Act Of 1934 For the Quarterly  Period Ended September 30, 2001.

[  ]     Transition  Report Pursuant To Section 13 or 15 (d) Of  the  Securities
         Exchange Act of 1934



                         Commission File Number 0-22606



                      BRITTON & KOONTZ CAPITAL CORPORATION




                                                          64-0665423
       Mississippi                                       (IRS Employer
 (State of Incorporation)                             Identification No.)



                   500 Main Street, Natchez, Mississippi 39120

                             Telephone: 601-445-5576



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No. ____


2,109,055 Shares of Common Stock, Par Value $2.50, were issued and outstanding
as of October 1, 2001.


Transitional Small Business Disclosure Format:  Yes      No X


<PAGE>


                           BRITTON & KOONTZ CAPITAL CORPORATION
                                      AND SUBSIDIARY


PART I.    FINANCIAL INFORMATION


         Item 1. Financial Statements (Unaudited)


      Consolidated Balance Sheets for September 30, 2001 and December 31, 2000

      Consolidated  Statements  of  Income  for the Three and  Nine Months Ended
           September 30, 2001 and September 30, 2000

      Consolidated Statements of Changes in  Stockholders'  Equity  for the Nine
           Months  Ended  September  30,  2001 and September 30, 2000

      Consolidated Statements of Cash Flows for the Nine  Months Ended September
           30, 2001 and September 30, 2000

      Notes to the Consolidated Financial Statements


         Item 2. Management's Discussion and Analysis of Financial Condition and
                  Results of Operation



PART II.     OTHER INFORMATION


         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities

         Item 3.  Defaults Upon Senior Securities

         Item 4.  Submission of Matters to a vote of Security holders.

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K

         Signature

<PAGE>
<TABLE>
<CAPTION>

                                   BRITTON & KOONTZ CAPITAL CORPORATION
                               CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
                                          FOR THE PERIODS ENDED



                                 ASSETS                                   September 30,      December 31,
                                                                              2001              2000
                                                                        -----------------  ----------------
<S>                                                                     <C>                <C>
 Cash and due from banks:
       Non-interest bearing                                                  $ 7,013,705       $ 7,629,471
       Interest bearing                                                          613,482           329,407
                                                                        -----------------  ----------------
              Total cash and due from banks                                    7,627,187         7,958,878

 Federal funds sold                                                                    -                 -
 Investment Securities:
       Held-to-maturity (market value, in 2001 and 2000,
           of $16,354,761 and $55,350,505, respectively)                      15,998,862        54,486,659
       Available-for-sale (amortized cost, in 2001 and 2000,
           of $47,156,557 and $6,336,675, respectively)                       48,914,701         6,215,483
       Equity securities, at cost less equity in unallocated losses              640,117           794,790
       Other equity securities                                                 2,421,200         2,222,350
 Loans, less unearned income of $28,180 in 2001 and
           $46,988 in 2000, and allowance for loan losses of
           $2,102,787 in 2001 and $1,883,561 in 2000                         184,341,766       184,977,163
 Bank premises and equipment, net                                              7,123,926         7,071,668
 Goodwill                                                                      1,338,258         1,418,970
 Other real estate, net                                                        1,639,243           773,005
 Accrued interest receivable                                                   2,281,708         2,530,097
 Cash surrender value of life insurance                                          847,280           808,329
 Other assets                                                                    752,926           861,975
                                                                        -----------------  ----------------

 TOTAL ASSETS                                                              $ 273,927,174     $ 270,119,367

                                                                        =================  ================

                                 LIABILITIES

 Deposits
       Non-interest bearing                                                 $ 32,779,072      $ 33,613,385
       Interest bearing                                                      177,221,009       177,742,115
                                                                        -----------------  ----------------
              Total deposits                                                 210,000,081       211,355,500

 Federal Home Loan Bank advances                                              28,530,000        27,175,000
 Securities sold under repurchase agreements                                   2,605,000         2,840,000
 Accrued interest payable                                                      1,164,429         1,887,243
 Advances from borrowers for taxes and insurance                                 252,072           440,834
 Accrued taxes and other liabilities                                           2,835,175           897,169
                                                                        -----------------  ----------------
              Total liabilities                                              245,386,757       244,595,746
                                                                        -----------------  ----------------


                             STOCKHOLDERS' EQUITY

 Common stock - $2.50 par value per share; 12,000,000 shares
           authorized; 2,109,055 and 2,101,534 shares issued
           and outstanding in 2001 and 2000, respectively                      5,308,888         5,290,085
 Additional paid-in capital                                                    7,189,563         7,156,245
 Retained earnings                                                            15,216,500        13,412,231
 Accumulated other comprehensive income                                        1,082,841           (77,565)
                                                                        -----------------  ----------------
                                                                              28,797,792        25,780,996
 Cost of 14,500 shares of common stock held by the company                      (257,375)         (257,375)
                                                                        -----------------  ----------------
              Total stockholders' equity                                      28,540,417        25,523,621

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                $ 273,927,174     $ 270,119,367
                                                                        =================  ================



</TABLE>

<PAGE>
<TABLE>
<CAPTION>

            BRITTON & KOONTZ CAPITAL CORPORATION
              CONSOLIDATED STATEMENTS OF INCOME

                                                                  Three Months Ended               Nine Months Ended
                                                                    September 30,                    September 30,
                                                             ----------------------------    ------------------------------

                                                                2001            2000             2001            2000
                                                             ------------   -------------    -------------   --------------

<S>                                                          <C>            <C>              <C>             <C>
 INTEREST INCOME:
 Interest and fees on loans                                   $4,234,043      $4,407,030     $ 12,804,403     $ 12,424,075
 Interest on investment securities:
     Taxable interest income                                     869,550       1,002,418        2,817,331        2,941,554
     Exempt from federal taxes                                   195,567         102,038          468,211          255,204
 Interest on federal funds sold                                    3,219          89,110           16,562          213,628
                                                             ------------   -------------    -------------   --------------

 Total interest income                                         5,302,379       5,600,596       16,106,507       15,834,461
                                                             ------------   -------------    -------------   --------------


 INTEREST EXPENSE:
 Interest on deposits                                          1,850,925       2,368,478        6,009,199        6,415,090
 Interest on other borrowed funds                                352,019         429,034        1,088,609        1,085,515
 Interest on securities sold under repurchase agreements          31,522          25,603          104,599           55,259
                                                             ------------   -------------    -------------   --------------

 Total interest expense                                        2,234,466       2,823,115        7,202,407        7,555,864
                                                             ------------   -------------    -------------   --------------


 NET INTEREST INCOME                                           3,067,913       2,777,481        8,904,100        8,278,597

 Provision for loan losses                                       120,000          93,000          405,000          259,000
                                                             ------------   -------------    -------------   --------------


 NET INTEREST INCOME AFTER PROVISION
 FOR LOAN LOSSES                                               2,947,913       2,684,481        8,499,100        8,019,597
                                                             ------------   -------------    -------------   --------------


 OTHER INCOME:
 Service charges on deposit accounts                             296,625         328,487          922,295          937,113
 Income from fiduciary activities                                 15,687          18,176           50,969           61,203
 Insurance premiums and commissions                                5,596           7,751           16,274           18,692
 Gain/(loss) on sale of ORE                                            -           3,260           (4,912)          42,079
 Gain/(loss) on sale of mortgage loans                           102,850          31,301          206,355           51,637
 Gain/(loss) on sale of securities                                     -               -          129,287                -
 Gain/(loss) on sale of premises & equipment                           -               -             (928)
 Other real estate income                                              -               -                -                -
 Amortization of negative goodwill                                     -          40,590                -          127,750
 Equity investee gains/(losses)                                  (46,349)        (78,309)        (154,674)        (145,742)
 Other                                                           144,085         146,056          438,005          442,882
                                                             ------------   -------------    -------------   --------------

 Total other income                                              518,494         497,312        1,602,671        1,535,614
                                                             ------------   -------------    -------------   --------------


 OTHER EXPENSES:
 Salaries                                                      1,063,815         982,550        2,989,955        2,957,927
 Employee benefits                                               166,981         163,097          490,058          483,219
 Director fees                                                    39,940          42,990          119,970          133,970
 Net occupancy expense                                           184,131          77,667          534,910          465,038
 Equipment expenses                                              223,429         297,442          653,417          737,991
 FDIC assessment                                                   9,608           5,890           29,789           25,558
 Stationery and supplies                                          56,607          17,110          171,825          133,569
 Other real estate expense                                         9,854             362           15,179            3,590
 Amortization of goodwill                                         26,904          26,904           80,712           80,712
 Other                                                           475,123         554,432        1,481,674        1,439,658
                                                             ------------   -------------    -------------   --------------

 Total other expenses                                          2,256,392       2,168,444        6,567,489        6,461,232
                                                             ------------   -------------    -------------   --------------


 INCOME BEFORE INCOME TAX EXPENSE                              1,210,015       1,013,349        3,534,282        3,093,979

 Income tax expense                                              382,192         334,029        1,097,297        1,025,752
                                                             ------------   -------------    -------------   --------------


 NET INCOME                                                    $ 827,823       $ 679,320      $ 2,436,985      $ 2,068,227
                                                             ============   =============    =============   ==============


 EARNINGS PER SHARE DATA:

 Basic earnings per share                                         $ 0.39          $ 0.33           $ 1.16           $ 0.99
 Basic weighted shares outstanding                             2,109,055       2,080,735        2,108,945        2,082,330

 Diluted earnings per share                                       $ 0.39          $ 0.33           $ 1.15           $ 0.99
 Diluted weighted shares outstanding                           2,110,213       2,081,893        2,110,102        2,083,487





</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                              BRITTON & KOONTZ CAPITAL CORPORATION
                                    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                 FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000



                                                                                         Accumulated
                                         Common Stock         Additional                    Other                       Total
                                    -----------------------    Paid-in     Retained     Comprehensive    Treasury    Stockholders'
                                      Shares      Amount       Capital     Earnings        Income         Stock         Equity
                                    ----------  -----------  ----------- ------------- ---------------  ----------  --------------

<S>                                 <C>         <C>          <C>         <C>           <C>              <C>          <C>
 Balance at December 31, 1999       2,088,673   $5,221,683   $ 7,026,208 $ 11,878,518  $     (248,411)  $        -   $ 23,877,998

 Comprehensive Income:
     Net income                             -            -             -    2,068,227               -                   2,068,227

     Other comprehensive income
        (net of tax):
     Net change in unrealized
        gain/(loss) on securities
        available for sale, net
        of taxes for $41,862                                                                   68,281                      68,281

 Acquisition of Treasury Stock        (14,500)                                                            (257,375)      (257,375)

 Cash Dividend declared
        $.30 per share                                                       (526,519)                                   (526,519)

                                    ----------  -----------  ----------- ------------- ---------------  -----------  -------------
 Balance at September 30, 2000      2,074,173   $5,221,683   $ 7,026,208 $ 13,420,226  $     (180,130)  $ (257,375)  $ 25,230,612
                                    ==========  ===========  =========== ============= ===============  ===========  =============


 Balance at December 31, 2000       2,101,534   $5,290,085   $ 7,156,245 $ 13,412,231  $      (77,565)  $ (257,375)  $ 25,523,621

 Comprehensive Income:
     Net income                             -            -             -    2,436,985               -                   2,436,985

     Other comprehensive income
        (net of tax):
     Net change in unrealized
        gain/(loss) on securities
        available for sale, net
        of taxes for $686,992                                                               1,160,406                   1,160,406

 Cash Dividend declared
        $.30 per share                                                       (632,716)                                   (632,716)

 Issuance of common stock               7,521       18,803        33,318                                                   52,121

                                    ----------  -----------  ----------- ------------- ---------------  -----------  -------------
 Balance at September 30, 2001      2,109,055   $5,308,888   $ 7,189,563 $ 15,216,500  $    1,082,841   $ (257,375)  $ 28,540,417
                                    ==========  ===========  =========== ============= ===============  ===========  =============



</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                         BRITTON & KOONTZ CAPITAL CORPORATION
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                             PERIODS ENDED SEPTEMBER 30,

                                                                                         2001            2000
                                                                                    -------------    ------------
<S>                                                                                 <C>              <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                                                         $  2,436,985     $  2,068,227
 Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
               Deferred income taxes                                                     439,397          (64,881)
               Provision for loan losses                                                 405,000          259,000
               Provision for losses on foreclosed real estate                                  -           23,000
               Provision for depreciation                                                550,377          526,861
               Stock dividends received                                                  (66,600)         (75,300)
               (Gain)/loss on sale of other real estate                                    4,912          (42,079)
               (Gain)/loss on sale of mortgage loans                                    (206,355)         (51,637)
               (Gain)/loss on sale of investment securities                             (129,287)               -
               (Gain)/loss on sale of premises and equipment                                 925                -
               Amortization/(accretion) of investment security
               premiums (discounts), net                                                (136,305)         (58,062)
               Amortization of valuation adjustment on acquired loans                     11,120           16,550
               Amortization of negative goodwill                                               -         (127,750)
               Amortization of goodwill                                                   80,712           80,712
               Equity in investee (gains)/losses                                         154,674          145,742
               Writedown of other real estate                                             14,855            9,038
               (Increase)/decrease in accrued interest receivable                        248,389         (519,333)
               (Increase)/decrease in cash surrender value                               (38,951)         (40,863)
               (Increase)/decrease in other assets                                       109,049         (305,472)
               (Increase)/decrease in accrued interest payable                          (722,814)         553,241
               (Increase)/decrease in accrued taxes and other liabilities              1,498,608          530,371

                                                                                    -------------    ------------

               Net cash provided (used) by operating activities                        4,654,691        2,927,365
                                                                                    -------------    ------------


 CASH FLOWS FROM INVESTING ACTIVITIES
               Redemption of FHLB stock                                                        -           49,000
               (Increase)/decrease in federal funds sold                                       -        2,662,000
               (Increase)/decrease in loans                                          (14,187,646)     (24,204,849)
               Proceeds from sales, maturities and paydowns
               of investment securities                                               15,809,647        4,461,818
               Proceeds from sale of loans                                            13,674,290                -
               Proceeds from sale and transfers of other real estate                      52,983           77,261
               Proceeds from sale of premises and equipment                                    -                -
               Proceeds from sale of premises and equipment                               20,039                -
               Purchase of FHLB stock                                                          -         (364,200)
               Purchase of Federal Reserve Bank stock                                   (132,250)
               Purchases of investment securities                                    (18,595,071)     (12,681,015)
               Purchase of premises and equipment                                       (623,599)        (720,421)

                                                                                    -------------    ------------

               Net cash (provided) used in investing activities                       (3,981,607)     (30,720,406)
                                                                                    -------------    ------------


 CASH FLOWS FROM FINANCING ACTIVITIES
               Increase /(decrease) in customer deposits                               8,644,581        9,552,272
               Increase /(decrease) in brokered deposits                             (10,000,000)      10,000,000
               Increase /(decrease) in securities sold under
               repurchase agreements                                                    (235,000)       1,885,745
               Increase /(decrease) in federal funds purchased                                 -        3,200,000
               Increase /(decrease) in FHLB advances                                   1,355,000        3,200,000
               Increase /(decrease) in advances from borrowers
               for taxes and insurance                                                  (188,762)         (60,561)
               Cash dividends paid                                                      (632,716)        (526,519)
               Acquisition of treasury stock                                                   -         (257,375)
               Common stock issued                                                        52,121

                                                                                    -------------    ------------

               Net cash provided (used) by financing activities                       (1,004,776)      26,993,562
                                                                                    -------------    ------------


 Net Increase/(decrease)  in cash and due from banks                                    (331,692)        (799,479)
                                                                                    -------------    ------------


 Cash and due from banks at beginning of period                                        7,958,878        8,024,704
                                                                                    -------------    ------------


 Cash and due from banks at end of period                                           $  7,627,187     $  7,225,225
                                                                                    =============    ============



</TABLE>

<PAGE>
<TABLE>
<CAPTION>




                         BRITTON & KOONTZ CAPITAL CORPORATION
                  CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                             PERIODS ENDED SEPTEMBER 30,



 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                      2001            2000
                                                                                    -------------   -------------

<S>                                                                                <C>              <C>

               Cash paid during the year for interest                               $   7,925,221   $   6,873,441
                                                                                    =============   =============

               Cash paid during the year for income taxes                           $   1,045,718   $     892,350
                                                                                    =============   =============

               Transfer of debt securities , net                                    $   43,682,141  $           -
                                                                                    =============   =============



</TABLE>

               BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                    SEPTEMBER 30, 2001 AND DECEMBER 31, 2000


Note A.  Basis of Presentation

     The  accompanying  consolidated  balance sheet for Britton & Koontz Capital
Corporation  (the  "Company") as of December 31, 2000, has been derived from the
audited  financial  statements  of the  Company  for the year  then  ended.  The
accompanying  consolidated  financial  statements as of September 30, 2001,  are
unaudited and reflect all normal recurring  adjustments which, in the opinion of
management,  are necessary for the fair  presentation of financial  position and
operating  results of the periods  presented.  Certain  2000  amounts  have been
reclassified to conform to the 2001 presentation.


Note B.  Nonperforming Assets.

         Nonperforming assets at September 30, 2001  and December 31, 2000, were
as follows:

                                                  09/30/01           12/31/00
                                                 ----------         ----------
                                                     (dollars in thousands)
         Nonaccrual loans by type
             Real estate                         $     564          $     950
             Installment                                25                 39
             Commercial and all other loans            247                 89
                                                 ---------          ---------
                Total nonaccrual loans                 836              1,078
         Loans past due 90 days or more              1,364                311
                                                 ---------          ---------
               Total nonperforming loans             2,200              1,389
         Other real estate owned (net)               1,639                773
                                                 ---------          ---------
                Total nonperforming assets       $   3,839          $   2,162
                                                 =========          =========


         Nonperforming loans as a percent
         of loans, net of unearned interest
         and loans for sale                          1.18%               .74%


Note C.  Allowance for Loan Losses

         The following table reflects the transactions in the allowance for loan
losses for the nine months ended September 30, 2001 and 2000:

                                                  09/30/01           09/30/00
                                                ----------         ----------
                                                     (dollars in thousands)

         Balance at beginning of year           $    1,884         $    1,151

         Provision charged to operations               405                259

         Charge offs                                  (269)              (180)
         Recoveries                                     83                 78
                                                ----------         ----------
         Net recoveries (charge offs)                 (186)              (102)
                                                ----------         ----------
         Balance at end of period               $    2,103         $    1,308
                                                ==========         ==========

         Allowance for loan losses as a percent
         of loans, net of unearned interest
         and loans held for sale                     1.13%               .68%


<PAGE>
Note D.  Financial Modernization

     Under the  Gramm-Leach-Bliley  Financial Services Modernization Act of 1999
(the "GLB Act"), the Company structured a  new  wholly-owned  subsidiary,  B & K
Title  Insurance  Agency,  Inc.  for the  purpose  of  selling  title insurance.
The new subsidiary was incorporated on May 1, 2001.



     Management's  Discussion and Analysis of Financial Condition and Results of
Operations

     This  discussion  is  intended to  supplement  the  consolidated  financial
statements, expand on material changes in financial condition since year end and
to compare the operating  results for the nine months ended  September 30, 2001,
to the same period in 2000.


             Financial Condition

     Earning  Assets.  Earning  assets  averaged  $256.0 million during the nine
months ended  September 30, 2001, a $4.3 million (2%)  increase  compared to the
same period a year ago.  The  increase  was due to  moderate  growth in both the
investment and loan portfolios. The loan portfolio grew approximately 9% but was
offset by $13.7 million in loan sales.

     Asset  Quality.  Several key  measures are used to evaluate and monitor the
Company's asset quality. These measures include total delinquencies,  nonaccrual
loans and other real estate  owned by the bank.  The bank's  nonperforming  loan
ratio  increased to 1.18% at September  30, 2001 from .74% at December 31, 2000.
This increase is due  primarily to the transfer of a $410 thousand  multi-family
FHA loan and increases of $400 thousand in 1-4 family  residential  loans to the
past due 90 days or more  category.  The  breakdown  of  nonperforming  loans at
September 30, 2001, and December 31, 2000, respectively, are shown in Note B.

     Allowance for Possible Loan Losses.  The allowance for possible loan losses
was increased to $2.1 million at September 30, 2001, compared to $1.3 million at
September  30, 2000.  The ratio of the  allowance  for  possible  loan losses to
loans,  net of unearned  income and loans held for sale,  increased  to 1.13% at
September 30, 2001,  from .68%, a year ago. The bank increased its allowance for
loan losses in the last quarter of 2000 in anticipation  of expanded  commercial
loan growth in the Baton Rouge, Louisiana and Vicksburg, Mississippi markets. As
expected,  commercial  loans grew 26% during the first nine months of this year,
validating  management's decision to increase the monthly provision during 2001.
At the same time,  the bank  experienced  an increase in net  chargeoffs  of $84
thousand  compared to the same period a year ago. The Company  regularly reviews
the reserve for possible  loan losses in order to maintain an adequate  level to
absorb loan losses that may be inherent in the portfolio.  The bank's 1-4 family
residential  mortgage loans,  while decreasing,  still represent over 30% of the
total  portfolio with very little history of loss.  Therefore,  management is of
the opinion that the provision is adequate at September 30, 2001.

     Other Real Estate. Other real estate increased to $1.6 million at September
30,  2001,  from $773  thousand at December 31,  2000.  This  increase is due to
repossession of two commercial loans to the same borrower. No loss is expected.

     Securities. Securities primarily consist of mortgage-backed,  municipal and
corporate  securities.  Securities  that are deemed to be  held-to-maturity  are
accounted   for  by  the   amortized   cost  method  while   securities  in  the
available-for-sale  categories  are  accounted  for at  fair  value.  Management
determines  the  classification  of  its  securities  at  acquisition,  however,
approximately  $46  million  of the  Company's  held-to-maturity  portfolio  was
transferred to available-for-sale pursuant to the adoption of FAS 133 on January
1, 2001.  Investment securities that are held to maturity and available for sale
increased 7% to $64.9 million due primarily to maturities  and paydowns of $15.8
million,  the purchase of $14.8 million in tax-exempt  municipal,  corporate and
other securities and the  securitization  of  approximately  $3.8 million in 1-4
family residential  mortgage loans.  Equity securities consists of the Company's
investment in Sumx Inc. The investment of $640 thousand  reflects  equity losses
for the nine months  ended  September  30, 2001 of $155  thousand.  Other equity
securities, comprised of Federal Reserve Bank stock of $372 thousand and Federal
Home  Loan  Bank  stock of $2.0  million,  increased  $199  thousand  due to the
retention of FHLB dividend income and the purchase of additional Federal Reserve
Bank stock.


<PAGE>
     Liquidity.  Principal  sources of liquidity  for the Company are asset cash
flows, customer deposits and the ability to borrow against investment securities
and loans.  These sources of liquidity  fluctuate from year to year depending on
the direction of interest  rates.  As rates have decreased  throughout the year,
cash flows from earning assets have increased. Principal and interest cash flows
from  investments  increased  to $19.1  million  during the first nine months of
2001,  compared to $7.7 million  during the same period last year. The Company's
cash and cash  equivalents  increased $332 thousand to $7.6 million at September
30, 2001. Cash provided by operating activities increased by $4.7 million, while
investing and financing activities used $4.0 and $1.0 million, respectively.

     Deposits.  Customer deposits  increased $8.6 million at September 30, 2001,
allowing for the Company to call $10 million in outstanding Brokered CDs.

     Capital.  Shareholders' equity totaled $28.5 million at September 30, 2001,
compared to $25.5  million at December 31, 2000.  The increase is primarily  the
result of net income,  comprehensive  income and  dividends  paid over the first
nine months totaling $2.4 million, $1.2 million and 632 thousand,  respectively.
Comprehensive  income is the result of  unrealized  gains in  available-for-sale
securities.  The ratio of  shareholders'  equity to assets increased to 10.4% at
September  30,  2001,  compared  to 9.4%  at  December  31,  2000.  The  Company
maintained a total  capital to risk  weighted  assets ratio of 14.64%,  a Tier 1
capital to risk weighted  assets ratio of 13.86% and a leverage  ratio of 9.57%.
These levels  substantially  exceed the minimum  requirements  of the regulatory
agencies  for   well-capitalized   institutions  of  10.00%,   6.00%  and  5.00%
respectively.


             Results of Operations

             First nine months of 2001 compared to the first nine months of 2000

     Analysis of Net Income.  Net income  increased to $2.4 million or $1.15 per
diluted share from $2.1 million or $.99 per share. Managements decision to begin
selling 1-4 family mortgage  originations  and blocks of portfolio loans instead
of funding within the portfolio  accounted for a $154 thousand increase in gains
from sales for the comparison  period.  After-tax gain on the sale of investment
securities of $79 thousand and a shift in the asset mix from  mortgage  loans to
higher yielding commercial loans also contributed to the increase in overall net
income.  Offsetting  the  increases  to net income was the  bank's  decision  to
increase  the  provision  expense set up for the reserve for loan losses by $146
thousand. During this period the bank's noninterest income, comprised of service
charges  on deposit  accounts,  internet  fees and other  retail  service  fees,
increased  approximately  $75  thousand.  Returns on average  assets and average
equity for the first nine  months of 2001 were 1.19% and  11.89%,  respectively,
compared to 1.03% and 11.21% for the same period a year ago.

     Analysis of Net Interest  Income.  Net interest income (NII), the amount by
which interest income on loans,  investments  and other interest  earning assets
exceed  interest  expense on deposits and other borrowed  funds,  increased $626
thousand or 7.6% to $8.9 million for the nine months ended  September  30, 2001,
from $8.3 million during the same period last year.  This  improvement  resulted
primarily from increases in average  earning assets and a drop in market deposit
rates.  Net interest margin was 4.64% for the third quarter of 2001, up 25 basis
points from the previous year. The increase in net interest  margin is primarily
due to the effect of changing the mix of the loan  portfolio to higher  yielding
commercial  loans along with a movement  in the  deposit mix toward  market rate
deposits.

     Provision for Loan Losses. The Company assesses current economic conditions
and the  quality  of the loan  portfolio  on a regular  basis to  determine  the
adequacy of the  allowance  for loan  losses.  Beginning  in January  2001,  the
Company  budgeted a monthly  provision  for loan loss expense of $55 thousand in
anticipation  of expanded  commercial  loan growth in markets  outside  Natchez,
Mississippi.  Reduced  estimates  of losses and loan growth  allowed the bank to
adjust provision  expense downward in the 2nd quarter to $40 thousand per month.
Even with the current increases in non-performing loans, management believes the
existing level of provision is adequate to handle possible loan losses.


<PAGE>
     Non-Interest Income.  Non-interest income,  excluding equity losses in Sumx
Inc,  increased  to $1.8  million  from $1.7  million.  The bank's  core  income
continues  to remain  strong  offsetting  the  elimination  of  amortization  of
negative goodwill in the last half of 2000.

     Non-Interest Expense.  Non-interest expense increased $106 thousand to $6.6
million for the  nine-month  period  ended  September  30,  2001.  While  actual
expenses  increased,  the company's  efficiency  ratio  decreased to 59.70% from
64.61% for the same  period last year.  This is due  primarily  to  efficiencies
occurring  after the  acquisition  of Louisiana bank and Trust in December 2000,
along with the concentration of tax-exempt municipal securities purchases.

     Pretax Income. The combination of the above factors produced a 14% increase
in pretax income to $3.5 million compared to $3.1 million for the same period in
the previous year.

     Income  Taxes.  Income taxes  increased to $715 thousand for the six months
ended June 30, 2001, from $692 thousand for same period last year.


  PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings

                  None

         Item 2.  Changes in Securities

                  None

         Item 3.  Defaults Upon Senior Securities

                  None

         Item 4.  Submission of Matters to a vote of Security holders.

                  None

         Item 5.  Other Information

                  None

         Item 6.  Exhibits and Reports on Form 8-K


(a)      Exhibits



                                  EXHIBIT INDEX


  Exhibit                           Description of Exhibit

     3.1  Restated  Articles  of  Incorporation  of  Britton  &  Koontz  Capital
          Corporation,  incorporated by reference to Exhibit 4.1 to Registrant's
          Registration Statement on Form S-8, Registration No. 333-20631,  filed
          with the Commission on January 29, 1997.


<PAGE>
     3.2  By-Laws  of  Britton & Koontz  Capital  Corporation,  as  amended  and
          restated,  incorporated  by reference  to Exhibit 3.2 to  Registrant's
          Annual  Report on Form 10-KSB filed with the  Commission  on March 30,
          1998.

     4.1  Certain  provisions  defining the rights of Shareholders  are found in
          the Articles of Incorporation  and By-Laws of Britton & Koontz Capital
          Corporation. See Exhibits 3.1 and 3.2 above.

     4.2  Shareholder  Rights  Agreement  dated June 1, 1996  between  Britton &
          Koontz Capital  Corporation  and Britton & Koontz First National Bank,
          as  Rights  Agent,   incorporated  by  reference  to  Exhibit  4.3  to
          Registrant's  Registration  Statement  on Form S-8,  Registration  No.
          333-20631, filed with the Commission on January 29, 1997.

    10.01 Employment  Agreement  dated  December  31,  1996,  between  Britton &
          Koontz  Capital  Corporation  and  W.  Page  Ogden,   incorporated  by
          reference to Exhibit 10.1 to Registrant's Annual Report on Form 10-KSB
          filed with the Commission on March 28, 1997.

    10.02 Employment  Agreement  dated  December  31,  1996,  between  Britton &
          Koontz Capital Corporation and Bazile R. Lanneau, Jr., incorporated by
          reference to Exhibit 10.2 to Registrant's Annual Report on Form 10-KSB
          filed with the Commission on March 28, 1997.

    10.03 Employment  Agreement  dated  December  31,  1998,  between  Britton &
          Koontz  Capital  Corporation  and  James  J.  Cole,   incorporated  by
          reference  to  Exhibit  10.03 to  Registrant's  Annual  Report on Form
          10-KSB filed with the Commission on March 30, 1999.

    10.04 Salary  Continuation Plan Agreements dated September 26, 1994, between
          Britton & Koontz  Capital  Corporation  and W. Page  Ogden,  Bazile R.
          Lanneau,  Jr. and James J. Cole,  incorporated by reference to Exhibit
          10 to  Registrant's  Current  Report  on Form  10-KSB  filed  with the
          Commission on November 14, 1994.

    10.05 System  Purchase  Agreement dated January 22, 1996 between the Britton
          & Koontz First National Bank and InterBank Systems, Inc., incorporated
          by  reference to Exhibit 10.5 to  Registrant's  Annual  Report on Form
          10-KSB filed with the  Commission on March 29, 1996 and Form 10-KSB/A,
          Amendment Number 1, filed with the Commission on June 14, 1996.

    10.06 Independent  Contractor  Agreement  dated  January 22,  1996,  between
          Interbank  Systems,  Inc. and Summit Research,  Inc.,  incorporated by
          reference  to  Exhibit  10.6 to  Registrant's  Annual  Report  on Form
          10-KSB/A,  Amendment  Number 1, filed with the  Commission on June 14,
          1996.

    10.07 Britton & Koontz Capital Corporation Long-Term Incentive  Compensation
          Plan and  Amendment,  incorporated  by  reference  to  Exhibit  4.4 to
          Registrant's  Registration  Statement  on Form S-8,  Registration  No.
          333-20631, filed with the Commission on January 29, 1997.

    10.09 Stock Purchase  Agreement  dated December 3, 1998,  between  Britton &
          Koontz Capital Corporation and Sumx, Inc. incorporated by reference to
          Exhibit 10.09 to Registrant's  Annual Report on Form 10-KSB filed with
          the Commission on March 30, 1999.


<PAGE>
    10.10 Investor  Rights  Agreement  dated  December 3, 1998,  among Britton &
          Koontz Capital Corporation,  Summit Research, Inc., Bazile R. Lanneau,
          Jr. and Sumx,  Inc.  incorporated  by  reference  to Exhibit  10.10 to
          Registrant's Annual Report on Form 10-KSB filed with the Commission on
          March 30, 1999.

    10.11 Voting  Agreement  dated  December  3,  1998,  among  Britton & Koontz
          Capital Corporation,  Summit Research, Inc. and Bazile R. Lanneau, Jr.
          incorporated  by reference  to Exhibit  10.11 to  Registrant's  Annual
          Report on Form 10-KSB filed with the Commission on March 30, 1999.

    10.12 Management  Service  Agreement dated December 3, 1998, among Britton &
          Koontz  Capital  Corporation,  Sumx,  Inc. and Bazile R. Lanneau,  Jr.
          incorporated  by reference  to Exhibit  10.12 to  Registrant's  Annual
          Report on Form 10-KSB filed with the Commission on March 30, 1999.

    11    Statement,  re: computation of per share earnings



(b)      Reports on Form 8-K

                 The Company filed a current report on Form 8-K, dated August 1,
2001, reporting second quarter 2001 earnings.









                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This Report  includes  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended.  Although the Company believes that
the  expectations  reflected  in such  forward-looking  statements  are based on
numerous  assumptions  (some of which may prove to be incorrect) and are subject
to risks and  uncertainties,  which  could  cause the  actual  results to differ
materially from the Company's expectations. Forward-looking statements have been
and will be made in written  documents  and oral  presentations  of the Company.
Such statements are based on management's beliefs as well as assumptions made by
and information  currently  available to management.  When used in the Company's
documents or oral presentations,  the words "anticipate",  "estimate", "expect",
"objective",  "projection",  "forecast",  "goal"  and  similar  expressions  are
intended to identify forward-looking  statements. In addition to any assumptions
and  other  factors   referred  to   specifically   in   connection   with  such
forward-looking  statements,  factors  that  could  cause the  Company's  actual
results to differ  materially  from those  contemplated  in any  forward-looking
statements include,  among others,  increased  competition,  regulatory factors,
economic  conditions,  changing  market  conditions,  availability  or  cost  of
capital,  employee  workforce  factors,  costs  and other  effects  of legal and
administrative  proceedings,  and changes in federal, state or local legislative
requirements.  The  Company  undertakes  no  obligation  to update or revise any
forward-looking  statements,  whether as a result of changes in actual  results,
changes in assumptions or other factors affecting such statements.


<PAGE>



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereto duly authorized.









                                  BRITTON & KOONTZ CAPITAL CORPORATION




 November 14, 2001                /s/ W. Page Ogden
                                 ___________________________________________
                                  W. Page Ogden
                                  President and Chief Executive Office




 November 14, 2001                /s/ Bazile R. Lanneau, Jr.
                                  ___________________________________________
                                  Bazile R. Lanneau, Jr.
                                  Vice President and Chief Financial Officer






<PAGE>
<TABLE>
<CAPTION>






                                   EXHIBIT 11


                 STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE





                                                             Three Months Ended                       Nine Months Ended
                                                                  September                               September
                                                     ----------------------------------    -------------------------------------
                                                          2001               2000                2001                2000
                                                     ----------------   ---------------    ------------------  -----------------

<S>                                                  <C>                <C>                <C>                 <C>
Basic:
   Average shares outstanding:                             2,109,055         2,080,735             2,108,945          2,082,330

       Net effect of the assumed
       exercise of stock options-
       based on the treasury stock
       method using average stock prices                           -                 -                     -                  -
                                                     ----------------   ---------------    ------------------  -----------------

                         Total                             2,109,055         2,080,735             2,108,945          2,082,330
                                                     ================   ===============    ==================  =================

Net income                                                  $827,823          $679,320           $ 2,436,985        $ 2,068,227
                                                     ================   ===============    ==================  =================

Net income per share                                          $ 0.39            $ 0.33                $ 1.16             $ 0.99
                                                     ================   ===============    ==================  =================






Diluted:
   Average shares outstanding:                             2,109,055         2,080,735             2,108,945          2,082,330

       Net effect of the assumed
       exercise of stock options
       based on the treasury stock
       method using average market
       price or period end market
       price, whichever is higher                              1,158             1,158                 1,158              1,158
                                                     ----------------   ---------------    ------------------  -----------------

                         Total                             2,110,213         2,081,893             2,110,103          2,083,488
                                                     ================   ===============    ==================  =================

Net income                                                  $827,823          $679,320           $ 2,436,985        $ 2,068,227
                                                     ================   ===============    ==================  =================

Net income per share                                          $ 0.39            $ 0.33                $ 1.15             $ 0.99
                                                     ===============    ===============    ==================  =================



</TABLE>